Hilton Worldwide (HLT) Proxy Filing summary

Executive summary

• Achieved record growth in 2024, adding nearly 100,000 guest rooms and expanding into new countries, with strong performance in luxury and lifestyle segments and strategic acquisitions of NoMad and Graduate brands.

• Hilton Honors membership grew to over 200 million, with enhanced member benefits and exclusive experiences.

• Recognized as the top hospitality employer globally for the eighth consecutive year and as #2 World's Best Workplace.

• Returned $3 billion to stockholders through share buybacks and dividends, with a 5-year total shareholder return of 125%.

Voting matters and shareholder proposals

• Election of nine director nominees for a one-year term.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory vote on executive compensation (Say-on-Pay).

• Amendments to the certificate of incorporation: (1) remove supermajority requirement for by-law amendments, (2) limit liability of certain officers and eliminate outdated provisions.

Board of directors and corporate governance

• Board comprises a majority of independent directors, with annual elections and a lead independent director.

• Board skills matrix highlights expertise in hospitality, finance, risk management, technology, and international operations.

• Regular executive sessions, annual self-evaluations, and robust director education and refreshment practices.

• Proxy access by-law and no stockholder rights plan in place.